SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DIONNE CRAIG A

(Last)

(First)

(Middle)

2511 N LOOP 1604, SUITE 204

(Street)

SAN ANTONIO

78258

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2014

3. Issuer Name and Ticker or Trading Symbol
GENSPERA INC [ GNSZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO,CFO, President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,031,009	D
Common Stock	433,740	I	As Trustee of The Dionne Annuity Trust of 2011

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Note⁽¹⁾⁽²⁾	12/06/2011	12/31/2050	Common Stock	268,358	$0.5	D
Common Stock Purchase Option⁽³⁾	01/07/2014	01/07/2021	Common Stock	1,136,943	$1.42	D
Common Stock Purchase Option⁽⁴⁾	03/25/2013	03/25/2020	Common Stock	561,394	$2.178	D
Common Stock Purchase Option⁽⁵⁾	01/02/2012	01/02/2019	Common Stock	415,155	$2.21	D
Common Stock Purchase Option⁽⁶⁾	07/01/2011	07/01/2018	Common Stock	302,580	$2.01	D
Common Stock Purchase Option⁽⁷⁾	09/02/2009	09/02/2016	Common Stock	1,000,000	$1.65	D

Explanation of Responses:

1. Represents outstanding convertible notes in aggregate principal of $105,000 and accruing interest at 4.2% per annum. The notes are convertible into shares of Common Stock.

2. The convertible notes are due on demand and may be converted on demand.

3. Represents annual compensatory common stock options issued from Issuer's 2009 Executive Compensation Plan, including (i) 378,981 options granted as an annual discretionary bonus and (ii) 757,962 options granted as a long term incentive grant.

4. Represents annual compensatory common stock options issued from Issuer's 2009 Executive Compensation Plan, including (i) 142,443 options granted as an annual discretionary bonus and (ii) 418,951 options granted as a long term incentive grant.

5. Represents annual compensatory common stock options issued from Issuer's 2007 Equity Compensation Plan, including (i) 70,347 options granted as partial compensation of an annual discretionary bonus and (ii) 344,813 options granted as a long term incentive grant.

6. Represents annual compensatory common stock options issued from Issuer's 2007 Equity Compensation Plan as a long term incentive grant.

7. Represents common stock options issued from Issuer's 2009 Executive Compensation Plan as an inducement grant in connection with Reporting Person's employment agreement dated September 2, 2009.

	/s/ Craig Dionne	12/15/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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